3-Bag Challenge

Eligibility : 3-Bag Challenge (the “Sweepstakes”) is open only to legal residents of the fifty (50) United States and the District of Columbia who are at least eighteen (18) years old at the time of entry

Promotion Period : The 3-Bag Challenge begins on January 1, 2009 at 12:00 a.m. Eastern Time (“ET”) and ends on December 31, 2009 at 11:59 p.m. ET (the “Promotion Entry Period”).

Limit : Each participant may enter one (1) time per day during the Promotion Entry Period, however, a participant may only win once in the Sweepstakes.

Prize (s):

CAT PRIZE POOL:

THREE (3) GRAND PRIZES (1 per drawing): Free Hill’s® Science Diet® feline food for the life of your cat and the opportunity to have a $5,000 donation made in your name to the animal shelter of your choice from a list of participating shelters (participating shelters can be found visiting www.hillspet.com/secondchance and clicking on the “Find a Hill’s Shelter” link). Prize will be awarded in the form of coupons. Each winner will receive ninety (90) coupons, each good for any bag (up to 10 lbs.) of any Hill’s Science Diet feline food. Coupons are based on the amount of food necessary to feed a 10-lb. cat in accordance with Hill’s feeding guidelines for fifteen (15) years. Approximate Retail Value (ARV) based on estimated rate of inflation over 15 years: $3,406.00/winner.

NINE (9) FIRST PRIZES (3 per drawing): Free Hill’s® Science Diet® feline food for one (1) year. Prize will be awarded in the form of coupons. Each winner will receive six (6) coupons, each good for any bag (up to 10 lbs.) of any Hill’s Science Diet feline food. Coupons are based on the amount of food necessary to feed a 10-lb. cat in accordance with Hill’s feeding guidelines for one (1) year. ARV: $182.00/winner.

THREE (3) GRAND PRIZES (1 per drawing): Free Hill’s® Science Diet® canine food for the life of your dog and the opportunity to have a $5,000 donation made in your name to the animal shelter of your choice from a list of participating shelters (participating shelters can be found visiting www.hillspet.com/secondchance and clicking on the “Find a Hill’s Shelter” link). Prize will be awarded in the form of coupons. Each winner will receive one hundred sixty-five (165) coupons, each good for any bag (up to 20 lbs.) of any Hill’s Science Diet canine food. Coupons are based on the amount of food necessary to feed a 40-lb. dog in accordance with Hill’s feeding guidelines for fifteen (15) years. ARV based on estimated rate of inflation over 15 years: $6,884.00/winner.

NINE (9) FIRST PRIZES (3 per drawing): Free Hill’s® Science Diet® canine food for one (1) year. Prize will be awarded in the form of coupons. Each winner will receive eleven (11) coupons, each good for any bag (up to 20 lbs.) of any Hill’s Science Diet canine food. Coupons are based on the amount of food necessary to feed a 40-lb. dog in accordance with Hill’s feeding guidelines for one (1) year. ARV: $368.00/winner.